As filed with the Securities and Exchange Commission on August 4, 1994
Registration No. 33-34622
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
AMENDMENT NO. 1
(POST-EFFECTIVE AMENDMENT NO. 1)
to
Form S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
___________
Northeast Utilities
(Exact name of registrant as specified in its charter)
Massachusetts 04-214792
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
174 Brush Hill Avenue
West Springfield, Massachusetts 01089
413-785-5871
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
___________
BERNARD M. FOX, President
NORTHEAST UTILITIES
Selden Street
Berlin, Connecticut 06037
(203) 665-5000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
PROSPECTUS
NORTHEAST UTILITIES
Dividend Reinvestment Plan
__________
The Dividend Reinvestment Plan (the Plan) of Northeast Utilities (the
Company or NU) provides holders of its common shares, including its eligible
System company employees, with a simple and convenient method of purchasing
additional common shares. Any holder of record of common shares of the
Company is eligible to join the Plan.
Participants in the Plan may invest in additional common shares of the
Company in any of the following ways:
- by having dividends on all or a portion of their shares
automatically reinvested, or
- by electing to make additional cash payments, either on a regular
basis or from time to time, so long as such payments are at least
$100 per payment and do not exceed $25,000 in any calendar month,
or
- by making such additional cash payments and also reinvesting
dividends on all or a portion of their shares.
Employees of eligible System companies who are participating in the Plan
may arrange to make such additional cash payments through regular payroll
deductions.
Common shares purchased on behalf of Participants will, at NU's
discretion, be previously issued shares purchased on the open market or newly
issued shares purchased directly from NU. The method for determining the
price of the common shares is set forth in the answer to Question 12
contained in this Prospectus.
On April 26, 1994, the NU Board of Trustees authorized amendment of the
Plan to provide for (i) the payment by participants of brokerage
reimbursement and administrative fees in the event of open market purchases
or sales of common shares and (ii) certain administrative changes. These
changes are set forth in this Prospectus and are effective for dividends
payable on and after September 30, 1994 and for optional cash payments
received on and after September 1, 1994. See "The Plan" for the procedure to
be followed by existing Plan participants who wish to withdraw from the Plan.
This Prospectus should be retained for future reference.
__________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
__________
The date of this Prospectus is August 4, 1994
No person has been authorized to give any information or to make any
representation not contained, or incorporated by reference, in this
Prospectus in connection with the offer made by this Prospectus and, if given
or made, such information or representation must not be relied upon as having
been authorized by the Company. This Prospectus is not an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the 1934 Act) and, in accordance therewith,
files reports and other information with the Securities and Exchange
Commission (the SEC). Information, as of particular dates, concerning
Trustees and officers, their remuneration, the principal holders of
securities of the Company and any material interest of such persons in
transactions with the Company is disclosed in proxy statements distributed to
shareholders of the Company and filed with the SEC. Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the SEC at Room 1024, 450 Fifth Street,
N.W. Washington, D.C. 20549; 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and Seven World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can also be obtained at prescribed rates
from the Public Reference Section of the SEC at its principal office at 450
Fifth Street, N.W., Washington, D.C. 20549. The Company's common shares are
listed on the New York Stock Exchange, where reports, proxy statements and
other information concerning the Company can also be inspected.
__________
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1993, its Quarterly Report on Form 10-Q for the quarter ended March 31, 1994
(File No. 1-5324) and its definitive proxy statement dated April 1, 1994 in
connection with the annual meeting of the Company's shareholders held on
May 24, 1994 have been filed by the Company with the SEC pursuant to the 1934
Act and are hereby incorporated in this Prospectus by reference.
All documents filed by the Company pursuant to Sections 13(a) and (c),
14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus and any amendment or
supplement hereto to the extent that a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus or any such
amendment or supplement.
Certain information contained in this Prospectus summarizes, is based
upon, or refers to, information and financial statements contained in one or
more incorporated documents; accordingly, such information contained herein
is qualified in its entirety by reference to such documents and should be
read in conjunction therewith.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the request of any such person, a copy
of any or all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference, other than exhibits to such
documents. Written or telephone requests should be directed to Northeast
Utilities Service Company, P.O. Box 5006, Hartford, Connecticut 06102-5006,
Attention: Shareholder Services (telephone (203) 665-4801).
THE COMPANY
The Company is a Massachusetts voluntary association organized under a
Declaration of Trust dated January 15, 1927. It is not itself an operating
company. The Company is the parent company of the Northeast Utilities system
(the System). Through four wholly-owned operating subsidiaries of NU - The
Connecticut Light and Power Company (CL&P), Public Service Company of New
Hampshire (PSNH), Western Massachusetts Electric Company (WMECO) and Holyoke
Water Power Company (HWP) - the System furnishes electric service in most of
Connecticut (excluding New Haven and Bridgeport and several smaller cities
and towns), portions of New Hampshire and much of western Massachusetts.
In connection with NU's 1992 acquisition of PSNH, PSNH transferred its
interest in the Seabrook nuclear generating facility to North Atlantic Energy
Corporation (NAEC), a special purpose subsidiary of NU which sells the
capacity and output of that unit to PSNH.
Other wholly-owned subsidiaries of the Company provide support services
to the System companies. Northeast Utilities Service Company (the Service
Company) provides centralized accounting, administrative, data processing,
engineering, financial, legal, operational, planning, purchasing and other
services to the System companies. Northeast Nuclear Energy Company acts as
agent for System companies in constructing and operating nuclear generating
facilities, including nuclear control room simulators. North Atlantic Energy
Service Corporation acts as agent for the System companies and other New
England utilities in operating Seabrook. Two other subsidiaries construct,
acquire or lease some of the property and facilities used by System
companies.
The Company has two other subsidiaries, Charter Oak Energy, Inc.
(Charter Oak) and HEC Inc. (HEC), which have non-utility businesses.
Directly and through subsidiaries, Charter Oak develops and invests in
cogeneration, small power production and independent power production
facilities. HEC provides energy management services for commercial,
industrial and institutional electric customers.
The principal executive offices of the Company are located at 174 Brush
Hill Avenue, West Springfield, Massachusetts 10189 (telephone (413)
785-5871). The System's general offices and the principal offices of the
Service Company are located at Selden Street, Berlin, Connecticut 06037
(telephone (203) 665-5000).
For additional information about the Company, see the Company's Annual
Report on Form 10-K for the year ended December 31, 1993 and other documents
incorporated by reference in this Prospectus.
THE PLAN
On February 27, 1990, the Company's Board of Trustees authorized the
creation of the Plan and provided that common shares purchased for Plan
participants would either be issued and outstanding shares acquired on the
open market by an independent agent engaged by the Company on behalf of the
Plan (the Agent) or would be authorized but unissued shares purchased
directly from the Company, in either case, without charge to Plan
participants. On April 26, 1994, the Board of Trustees authorized amendment
of the Plan to provide for the payment by participants of brokerage
reimbursement and administrative fees when purchases and sales of common
shares are made in the open market. As described more fully in this
Prospectus, brokerage reimbursement and administrative fees will be added to
the price of shares purchased in the open market under the Plan.
Pursuant to this authorization, effective for open market purchases
using dividends payable on and after September 30, 1994 and for optional cash
payments received on and after September 1, 1994, (a) a brokerage
reimbursement fee will be paid by the participant to the Administrator of the
Plan (as defined below) to reimburse the Administrator for brokerage fees and
commissions charged to the Administrator by the Agent and (b) an
administrative fee will be paid by the participant to the Administrator to
offset in part the Administrator's costs of administering the Plan. The
Trustees also authorized certain other administrative changes in the Plan,
all of which are summarized in this Prospectus and will be effective in
accordance with the dates set forth above.
If you are an existing participant in the Plan, you will remain a
participant in the Plan until you notify the Administrator in writing that
you wish to withdraw. You must notify the Administrator on or before
September 10, 1994, if you wish to withdraw from the Plan in time to receive
in cash the dividend that is expected on September 30, 1994.
USE OF PROCEEDS
The Company does not know either the number of shares that will
ultimately be purchased under the Plan or the prices at which such shares
will be sold. The proceeds from the sale of the additional common shares
issued directly from the Company will be added to the general funds of the
Company and will be used for any or all of the following purposes: (i)
investment in the Company's subsidiaries, through capital contributions or
loans, (ii) payment of indebtedness of the Company, (iii) general purposes of
the Company, or (iv) temporary investments in short-term high quality
securities, pending the use by the Company for the purposes set forth in (i),
(ii) or (iii).
DESCRIPTION OF THE PLAN
Purpose
1. What is the purpose of the Plan?
The Plan provides holders of record of the Company's common shares with
a simple and convenient method of investing cash dividends and making cash
payments to purchase additional common shares. For those shares purchased
from the Company and not in the open market, the Company will receive
additional equity funds that may be needed.
Administration
2. Who administers the Plan for participants?
The Company has designated Northeast Utilities Service Company (the
Administrator) to administer the Plan for participants, maintain records,
send statements of account to participants and perform other duties relating
to the Plan.
FOR INFORMATION ABOUT THE PLAN
The Administrator may be reached during business hours at:
203-665-4801
A toll free number is available on business days for calls between the hours
of 10 a.m. and 3 p.m.:
1-800-999-7269
All correspondence concerning the Plan
should be addressed to the Administrator:
Shareholder Services
Northeast Utilities Service Company
P.O. Box 5006
Hartford, Connecticut 06102-5006
Please include your account number and telephone number
where you can be reached during business hours.
Advantages
3. What are the advantages of the Plan?
Participants in the Plan may (a) have certain cash dividends on their
common shares automatically reinvested, and/or (b) invest by making cash
payments (either on a regular basis or from time to time) of at least $100
per payment which do not exceed $25,000 per calendar month, unless the cash
is received through payroll deduction, in which case a minimum amount will be
periodically set by the Company. A participant choosing to invest cash
dividends may specify that dividends on all or a portion of their shares are
to be invested. See the answers to Questions 12 and 16 for information about
charges to participants in connection with purchases and sales of common
shares by the Agent on behalf of participants, and Question 29 for
information about certain Federal income tax consequences to participants.
Full investment of funds is possible because the Plan permits fractional
shares, as well as full shares, to be credited to participants' accounts and
dividends on full and fractional shares to be reinvested in additional
shares. Participants avoid the cumbersome safekeeping of certificates for
shares credited to their accounts under the Plan. Regular statements of
account provide simplified record keeping.
4. Who purchases the shares for the Plan?
` The Company has retained the Agent, which at all times will be a member
firm of the New York Stock Exchange (NYSE), to make all open market stock
purchases necessary to meet the requirements of the Plan. The Administrator
will purchase original issue shares directly from the Company.
Eligibility
5. Who is eligible to participate?
All holders of record of common shares, including employees of System
companies, are entitled to participate in the Plan. In order to participate,
beneficial owners of common shares of the Company whose shares are registered
in names other than their own (such as the name of a broker or bank nominee)
must become shareholders of record by having their shares transferred into
their own names.
Participation by Shareholders and Employees
6. How do shareholders and employees participate?
A holder of record of common shares may join the Plan by completing an
Authorization Form, signing it and returning it to the Administrator.
Authorization Forms may be obtained at any time by telephoning the
Administrator. A participant continues automatically in the Plan until he or
she notifies the Administrator in writing that he or she wishes to withdraw
(see Questions 22-26).
Employees of System companies which have been deemed eligible by the
Company's Board of Trustees may arrange to make cash payments through regular
payroll deductions for their own accounts or for accounts on which they are
joint tenants, provided that the joint tenancy account is registered in the
employee's social security number. Employees who are not shareholders of
record may join the Plan by including with the required Employee
Authorization Form and Payroll Deduction Authorization Form a check payable
to Northeast Utilities Service Company in the amount of $30. (This amount
may be changed from time to time at the discretion of the Company's Treasurer
to reflect changes in the market price of the Company's common shares.) The
proceeds of the check will be used to purchase one or more common shares of
NU with the next Plan purchase of common shares.
Other details of employees' participation in the Plan through payroll
deductions are given in supplementary materials available from the Company.
7. When may a shareholder join the Plan?
A shareholder may submit a signed Authorization Form to the
Administrator at any time. However, to have dividends reinvested for a given
dividend payment (dividends are normally paid on the last business day of
March, June, September and during the last week of December), the
Authorization Form must be received on or before the record date for that
dividend. Normally, the record date for dividends is the first day of the
month in which dividends are paid.
If the Authorization Form is received by the Administrator after the
record date of the month in which dividends are to be paid, the shareholder's
reinvestment of dividends will not start until payment of the next dividend.
For example, in order to invest a quarterly dividend expected to be payable
on December 30, a shareholder's Authorization Form must be received by the
Administrator on or before December 1. If the Authorization Form is received
after December 1, the dividend payable on December 30 will be paid in cash
and the shareholder's participation in the Plan will commence with the next
dividend payment date (expected to be March 31).
8. What does the Authorization Form provide?
The Authorization Form permits a shareholder to direct the Administrator
to invest in additional common shares (i) cash dividends on all or a portion
of the shares registered in the shareholder's own name as well as on shares
credited to the shareholder's account under the Plan, and/or (ii) any cash
payments that are made, subject to the dollar limits of the Plan.
9. How does a participant change the number of shares on which
dividends are to be reinvested, or change from dividend
reinvestment to cash payment only (or the reverse)?
A participant must telephone the Administrator at the number specified
in Question 2 and request a new Authorization Form, which the participant
should complete with the changed information and return to the Administrator.
Changes will be processed as set forth in the answer to Question 7.
Purchases
10. How many common shares will be purchased for a participant?
The number of shares to be purchased depends on the amount of the
participant's dividends and cash payments and the price of the common shares.
The participant's account will be credited with a number of shares, including
fractions computed to four decimal places, equal to the total amount invested
divided by the purchase price for the shares, determined as described in the
answer to Question 12.
11. How will the shares be purchased?
On the 25th day of each month (or if such day falls on a Saturday,
Sunday or a day on which the NYSE is not open for trading, on the next
following day on which the NYSE is open for trading), the Company will notify
the Agent and the Administrator of the Company's decision concerning whether
purchases will be on the open market or directly from the Company, and if
open market purchases are to be made, the Administrator will notify the Agent
of the estimated aggregate amount of dividends and/or cash payments available
for the purchase of common shares of the Company.
If the common shares are to be purchased on the open market, the
Administrator will confirm to the Agent, as soon as practicable after the
giving of such estimate, the actual amount available for the purchase of
common shares. Commencing after the initial notification, the Agent will use
all funds available under the Plan to purchase common shares of the Company.
The Agent will complete all purchases for the Plan within the period ending
20 days after first receiving notification of the estimated aggregate amount
of dividends and optional cash payments available for investment (the Open
Market Investment Period). The Agent will accumulate all shares purchased
for the Plan in an account in the Plan's name. As soon as practicable after
completion of all purchases in an Open Market Investment Period, the
Administrator will credit the participants' accounts with the shares
purchased as of the Purchase Date. See Question 12 for information on the
price of shares credited to a participant's account.
The Agent will have full discretion as to all matters relating to such
purchases, including determining the number of shares, if any, to be
purchased on any day or at any time of that day, the prices paid for such
shares, the markets on which such purchases are made, and the persons
(including other brokers and dealers) from or through whom such purchases are
made. In making such purchases, the Agent will act entirely independently of
the Administrator and the Company and will not consult with or be directed or
influenced by either in any way. The Agent will use its best judgment in
connection with all purchases made on behalf of the Plan, with the objective
of realizing the best purchase prices obtainable for the common shares and
maximizing the number of shares that can be purchased with Plan funds.
If the common shares are to be purchased directly from the Company, the
Administrator will complete such purchases on the Original Issue Investment
Date, which will be the second day of each month, unless such date falls on a
Saturday, Sunday or other day on which the Administrator of the Plan is
closed for business, in which case the Original Issue Investment Date is the
next succeeding business day.
For both open market purchases and purchases directly from the Company,
the purchase date (Purchase Date) is the date on which shares will be
credited to a participant's account. For reinvested dividends the Purchase
Date will be the second day of the month following the dividend payment month
and for optional cash payments it will be the second day of the month
following the receipt of optional cash by the Company, unless either of such
dates falls on a Saturday, Sunday or other day on which the Administrator of
the Plan is closed for business, in which case the Purchase Date will be the
next succeeding business day.
12. What will be the price of the shares credited to a participant's
account under the Plan?
For shares purchased on the open market, the price per share of the
shares credited to a participant's account (whether through reinvestment of
dividends or cash payments) will be the weighted average of the prices paid
by the Agent for all shares purchased during the Open Market Investment
Period in which the common shares allocated to a participant's account were
purchased. The purchase price will be adjusted to reflect (a) a brokerage
reimbursement fee, initially $0.03 per share, which will be paid to the
Administrator to reimburse the Administrator for brokerage fees and
commissions charged to the Administrator by the Agent and (b) an
administrative fee, initially $0.02 per share, which will be paid to the
Administrator to offset in part the administrative costs of the Plan.
Participants will receive advance notice of any change in such fees.
Brokerage reimbursement fees will be increased only upon the increase of such
charges by the Agent and administrative fees will not exceed the actual costs
and expenses incurred by the Administrator.
For common shares purchased directly from the Company (whether through
reinvestment of dividends or cash payments), the price shall be the fair
market value of the Company's common shares on the dividend payment date (or,
in months during which no dividends are paid, on the last trading day of such
month). If the dividend payment date is not a trading day, the purchase
price will be equal to the average of the fair market values on the trading
days immediately preceding and following the dividend payment date. "Fair
market value" is defined for these purposes as the average of the high and
low prices for such shares as reported by the Wall Street Journal as
Composite Transactions for such date. No brokerage reimbursement or
administrative fees are charged for common shares purchased directly from the
Company.
For both open market and original issue purchases, each participant's
account will be credited with a number of shares, including fractions
computed to four decimal places, equal to the total amount invested (through
dividends, cash payments, or both) by the participant, divided by the sum of
(i) the purchase price per share and (ii) any applicable per share brokerage
reimbursement fee and administrative fee, as described above.
Cash Payments
13. How do optional cash payments work?
The Administrator will apply any optional cash payments received on or
before the last business day of a month towards either the purchase of
additional shares on the open market in the Open Market Investment Period
commencing that month or towards the purchase of additional shares directly
from the Company on the next month's Original Issue Investment Date. In
either case, shares will be credited to the participant's account on the
Purchase Date, as defined in Question 11.
14. What happens to an optional cash payment if it is received after
the last business day of the month?
Cash payments received after the last business day of a month will be
held by the Administrator and invested with the following month's investment
of cash payments. If the last day of a month is not a business day, payments
received that day will be treated as having been received on the first
business day of the following month. No interest will be paid by the
Company, the Administrator or the Agent on cash payments.
15. How are cash payments made?
More than one cash payment may be made in any month but the minimum
payment is $100 and the aggregate of such payments may not be more than
$25,000 in any calendar month. However, any employee of a System company
who makes payments through payroll deduction may make payments smaller than
the minimum $100 in such amounts as are periodically established by the
Company. All cash payments will be acknowledged by a receipt sent by the
Administrator. Any amounts cumulatively in excess of $25,000 per month will
be returned to the participant.
A cash payment may be made by a participant upon enrolling in the Plan
by enclosing with the Authorization Form a check or money order in United
States dollars payable to Northeast Utilities Service Company (or its
successor as Administrator). Thereafter, this type of investment may be made
through the use of cash payment forms which are attached to the receipts and
statements of account sent to participants by the Administrator. The same
amount of money need not be invested, and there is no obligation to make a
cash payment each month.
Costs
16. Are there any expenses to participants in connection with
purchases or sales under the Plan?
The price for shares purchased or sold by the Agent in the open market
will be adjusted to reflect (a) a brokerage reimbursement fee, initially
$0.03 per share, which will be paid by the participant to the Administrator
to reimburse the Administrator for brokerage fees and commissions charged to
the Administrator by the Agent, and (b) an administrative fee, initially
$0.02 per share, which will be paid by the participant to the Administrator
to offset in part the administrative costs of the Plan. If the Company
intends to increase its charges in respect of brokerage reimbursement fees or
administrative fees, notice of such increase will be sent to all
participants. Charges in respect of brokerage reimbursement fees will be
increased only upon the increase of such charges by the Agent and
administrative fees will not exceed the actual costs and expenses incurred by
the Administrator. Participants who request the Administrator to instruct
the Agent to sell any shares in the open market will also pay any transfer
taxes or other fees or charges, in addition to brokerage reimbursement and
administrative fees.
Optional cash payments and cash dividends will be deposited in a Plan
account with the Administrator until payment is made to the Agent for shares
purchased. Any earnings on funds in this account will be used to defray the
administrative costs of the Plan. All additional costs beyond the earnings
in this account and amounts collected as brokerage reimbursement and
administrative fees will be paid by the Company.
Reports to Participants
17. What kind of reports will be sent to participants in the Plan?
Each participant in the Plan will be sent a monthly statement of account
setting forth the number of shares of the Company credited to the
participant's account on the Purchase Date for that month and the price
charged to the participant for such shares. If there is no activity on a
participant's account, no statement will be sent. These statements are a
participant's continuing record of the cost of the participant's shares and
should be retained permanently for income tax purposes.
In addition, each participant will receive the most recent Prospectus
relating to the Plan and copies of the same communications sent to other
holders of common shares, including the Company's interim reports, annual
report, notice of annual meeting and proxy statement. Participants will also
receive required income tax information.
18. What happens if a participant loses a monthly statement and wishes
to obtain this information?
It is the responsibility of each participant to maintain personal
records for Plan participation. If a participant loses this information, the
participant may request that the Administrator furnish the information to the
participant by writing to the Administrator at the address listed in Question
2 and stating the exact information needed. The Administrator may, at its
discretion, charge a fee to the requestor for researching information older
than two calendar years prior to the date of request.
Dividends on Fractional Shares
19. Will participants be credited with dividends on fractional shares?
Yes. Dividends will be paid on full shares and any fraction of a share
credited to a participant's account.
Certificates for Shares
20. Will certificates be issued for common shares purchased under the
Plan?
Normally, certificates will not be issued to participants for common
shares purchased under the Plan. In addition, if a participant wishes to be
relieved of the necessity of safekeeping his or her other certificates for
common shares of the Company that are enrolled in the Plan, those
certificates may be turned in to the Administrator. All such shares, whether
purchased under the Plan or otherwise, will be registered on the
Administrator's books in an account in the name of the Administrator on
behalf of Plan participants. After each dividend reinvestment, participants
will receive a statement of account from the Administrator showing the number
of shares for which the certificates are held by the participant, and the
number of whole and fractional shares credited to the participant's account
with the Administrator for which certificates are not held by the
participant. This service protects against loss, theft or destruction of
share certificates.
Upon written request, the Administrator will issue certificates to a
participant for all of the whole shares credited to a participant's account
under the Plan, or for any smaller number of whole shares. Such a request
should be mailed to the Administrator at the address listed in the answer to
Question 2. Any remaining whole shares for which certificates are not
requested and issued, and any fractional shares, will continue to be
registered in the Administrator's name and credited to the participant's
account under the Plan.
Certificates for fractional shares will not be issued under any
circumstances.
Issuing certificates to a participant does not automatically terminate
the participant's enrollment in the Plan. Any participant who wishes to
receive certificates and also wishes to terminate enrollment in the Plan
should follow the procedures outlined in the answer to Question 22 with
respect to withdrawal from the Plan. Unless the withdrawal procedures are
followed, reinvestment of dividends will continue as previously specified by
the participant.
See the answer to Question 24 for information about processing
requirements that may delay the issuance of certificates if requests are
received at certain times, and for information about the issuance of
certificates in connection with a participant's withdrawal from the Plan.
21. In whose name will certificates be registered when issued?
Accounts under the Plan are maintained in the names in which the
certificates of participants were registered at the time they entered the
Plan, unless the Administrator has been notified of a change in the
registration, as described in the answer to Question 28. Consequently,
certificates for whole shares will be similarly registered when issued.
Withdrawal
22. How does a participant withdraw from the Plan?
To withdraw from the Plan, a participant must notify the Administrator
in writing that he or she wishes to withdraw. Such notice should be sent to
the address indicated in the answer to Question 2. The notice may also
request that the Administrator sell all of the participant's shares held by
the Administrator or any specified smaller number of whole shares held by the
Administrator. If the notice does not specifically request that the
Administrator sell all or a specified smaller number of whole shares held by
the Administrator, the Administrator will process the notice as a request to
issue certificates to the participant for all of the whole shares held by the
Administrator and to sell fractions of shares.
23. What happens when a participant withdraws from the Plan?
When a participant withdraws from the Plan, or if the Company terminates
the Plan, (i) the Administrator will issue to the participant a certificate
or certificates for the number of whole shares credited to the participant's
account under the Plan, less the number of shares, if any, that the
participant has requested the Administrator to instruct the Agent to sell on
his behalf pursuant to a notice given as described in the answer to Question
22, (ii) a cash payment will be made to the participant for any fractional
shares credited to the participant's account under the Plan (see Question
26), and (iii) any optional cash payments from the participant that have not
previously been invested will either be returned to the participant or will
be invested in accordance with the procedures described in the answer to
Question 24. The net proceeds from any requested sale of shares in
connection with a withdrawal from the Plan will be sent to the participant in
the manner described in the answer to Question 27.
24. When will the withdrawal be effective?
Because the Plan involves a continuing flow of funds and communications
among the Company, the Administrator, the Agent and participants as dividends
are processed for payment, optional cash payments are received, available
funds are processed for investment, shares are purchased, and are in turn
allocated to individual participants, the time within which the Administrator
will be able to complete a withdrawal can differ markedly depending on the
exact date when it receives a request for withdrawal.
If the request to withdraw is received by the Administrator on or before
the 10th day of a month in which dividends are to be paid, or on any day in a
month in which dividends are neither to be paid nor to be reinvested, the
withdrawal request will be effected within five business days after the
Administrator receives the withdrawal request unless the Administrator
receives a new optional cash payment from the requesting participant before
the withdrawal has been effected. In that case, the optional cash payment
will be invested and the withdrawal will not be effected until after the next
statement mailing date for the Original Issue Investment Date or Open Market
Investment Period in which the cash payment is invested. However, if the
request to withdraw is received by the Administrator in a month in which
dividends are to be paid, but after the 10th day of that month, or in a month
in which dividends or optional cash payments from that participant are being
invested, the request for withdrawal may be suspended until the dividends
payable on the shares credited to the participant's account, together with
any optional cash payments, have been invested and the statement of account
has been mailed.
Accordingly, because of the difficulties inherent in the Administrator's
processing a large volume of transactions in months in which dividends are to
be paid, the Administrator may not be able to honor promptly a participant's
request to withdraw or a request for the issuance of certificates for all of
the participant's shares if the request is received after the 10th day of the
month in which dividends are to be paid and before the next statement mailing
date for that Purchase Date. If a request for withdrawal is received in that
period, lengthy delays may result. For that reason, participants who feel
they may require immediate access to their share certificates may wish to
retain the certificates for their shares rather than turning them in to the
Administrator. Any such participant should also periodically request that
certificates for additional shares acquired under the Plan be issued to him
or her directly, rather than having such shares credited to his or her
account on the Administrator's books.
If a participant who is not holding certificates for shares enrolled in
the Plan encounters a sudden need to sell those shares, and cannot wait the
duration ordinarily required for a withdrawal, that participant may request
in writing that the Administrator sell, in the manner described in the answer
to Question 27, the number of whole shares shown on the participant's most
recent statement of account.
25. May the Company terminate a participant's enrollment in the Plan?
If at any time a participant has no whole shares in an account that is
enrolled in the Plan, but only fractional shares, the Company may conclude
the cost of administering the Plan with respect to that participant outweighs
the benefit to the participant of continuing in the Plan. If the Company
makes such a determination, it may give the Administrator written notice to
terminate that participant's enrollment in the Plan. The Administrator shall
process any such notice of termination as if the participant had requested a
withdrawal from the Plan in accordance with the answers to Questions 22
through 24.
26. What happens to fractional shares when participants withdraw or
are terminated from the Plan?
When a participant withdraws, or is deemed to have withdrawn because of
a notice of termination given as described in the answer to Question 25, any
fractional shares remaining in the participant's account will be aggregated
with other fractional shares then held by the Administrator for sale under
the Plan, and will be sold by the Agent in the open market at the market
price in accordance with the procedure outlined in Question 27. The
participant will receive his or her proportionate share of the sales proceeds
of such aggregated fractional shares, less any related brokerage
reimbursement and administrative fees (as described in Question 12), transfer
taxes or other fees or charges.
Sale of Shares
27. May a participant ask the Administrator to sell shares enrolled in
the Plan?
If a participant so requests in writing, the Administrator will direct
the Agent to sell all or any smaller number of the whole shares of the
participant that are enrolled in the Plan and for which the Administrator is
holding the certificates. This service is performed by the Administrator as
a convenience for participants because of the inherent time delays that
sometimes accompany the issuance of certificates to participants (see the
answer to Question 24). Accordingly, the Administrator will honor such a
request to sell shares if it holds the certificates for the requesting
participant, but the Administrator is not required to honor requests for sale
that accompany the enrollment of a participant in the Plan or that accompany
the delivery of certificates to the Administrator.
The Administrator will ordinarily execute a request for the sale of
shares within five trading days after its receipt of the participant's
written request. However, in the case of a request to sell all of the
participant's shares that is received after the 10th day of a month in which
dividends are to be paid or when the Administrator is holding optional cash
payments from the requesting participant that have not yet been invested, the
Administrator may first invest the dividends and/or cash payments in new
shares before executing the sale. The Administrator will mail the proceeds
of the sale, less any related brokerage fees and commissions, transfer taxes
or other fees, within ten business days after the sale of the shares.
Account Changes
28. How may a participant change the registration or consolidate his
accounts within the Plan?
A participant may change his account registration or consolidate
accounts by telephoning the Administrator and requesting transfer
instructions. The participant should then mail the required transfer
documentation to the Administrator.
Federal Income Taxes
29. What are the federal income tax consequences of participation in
the Plan?
The following discussion of federal income tax consequences of
participation in the Plan is based on the tax laws in effect on August 1,
1994.
The following discussion is provided for purposes of general information
only. Participants are strongly advised to consult their own tax advisors to
determine how the Federal income and other tax laws apply to their own
situation.
Under current law, a participant whose dividends are reinvested in
shares purchased in open market transactions will be treated as having
received a dividend in an amount equal to the cash dividend paid by the
Company. If the shares are purchased from the Company with reinvested
dividends, a participant in the Plan will be treated as having received a
dividend in an amount equal to the fair market value of such shares on the
dividend payment date plus any tax withheld prior to reinvestment. For
purposes of this paragraph, the "fair market value" of shares on any date
will be the average of the high and low prices of the shares reported in the
Wall Street Journal as Composite Transactions for such date, or if the shares
are not traded on the dividend payment date, the "fair market value" will be
the average of the high and low sale prices on the trading days immediately
preceding and following the dividend payment date.
The tax basis of shares purchased in a particular Plan transaction will
equal (a) in the case of shares purchased with reinvested dividends, the
amount treated as a dividend less any applicable tax withheld and
administrative fee or (b) in the case of shares purchased with optional cash
payments, the investment amount less any applicable administrative fee.
Subject to the limitations contained in the Internal Revenue Code, the
administrative fee incurred by a participant in open market transactions may
be deductible by participants who itemize deductions.
A participant will not realize any federal taxable income when receiving
certificates for whole shares credited to the participant's account under the
Plan. However, a withdrawing participant receiving a cash payment for a
fractional share credited to the participant's account may realize gain or
loss with respect to the fractional share.
A participant may also realize gain or loss when whole shares are sold,
either by the Agent pursuant to the participant's request or by the
participant when selling after withdrawal from the Plan (see Questions
22-27). The amount of gain or loss recognized by a participant when shares
are sold will be the difference between the amount realized by the
participant and the tax basis for the shares sold. For shares sold in open
market transactions by the Agent pursuant to the participant's request, the
amount realized by a participant on the sale will be the net proceeds of the
sale plus the administrative fee.
Other Information
30. What provision is made for shareholders whose dividends are
subject to income tax withholding?
If a holder of common shares is subject to tax withholding, the amount
of the tax to be withheld will be deducted from the dividends prior to
reinvestment. The statements confirming purchases made for such participants
will indicate the amount of the tax withheld.
31. If the Company has a rights offering, how would a participant's
entitlement be computed?
A participant's entitlement in a rights offering would be based upon the
participant's total holdings - just as dividends are computed each quarter.
Rights would be issued for the number of whole shares only, however, and
rights based on a fraction of a share held in a participant's account would
be sold for the participant's account and the net proceeds would be invested
as a cash payment as of the next Investment Period.
32. What happens if the Company issues a stock dividend or declares a
stock split?
Any stock dividends or split shares distributed by the Company on shares
credited to the account of a participant under the Plan would be added to the
participant's account. Stock dividends or split shares distributed on shares
registered in the name of the participant would be mailed directly to such
participant in the same manner as to shareholders who are not participating
in the Plan.
33. How will a participant's shares be voted at meetings of
shareholders?
Each participant will receive a single proxy card covering the total
number of shares held - both the shares registered in the participant's name
and those credited to his or her account under the Plan. If the proxy card
is returned properly signed and marked for voting, all of such shares will be
voted as marked. The total number of shares held may also be voted in person
at the meeting.
If a proxy card is returned properly signed but without indicating
instructions as to the manner shares are to be voted with respect to any
item, all of the participant's shares - those registered in his name and
those credited to his account - will be voted in accordance with the
recommendations of the Company's management, just as for non-participating
shareholders who return properly signed proxy cards and do not provide voting
instructions. If the proxy card is not returned, or if it is returned
unsigned or improperly signed, none of the participant's shares covered by
such proxy card will be voted unless the participant votes in person at the
meeting.
34. What are the responsibilities of the Company, the Administrator
and the Agent under the Plan?
The Company, the Administrator in administering the Plan and the Agent
in performing its functions under the Plan will not be liable for any act
done in good faith or for any good faith omission to act including, without
limitation, any claim of liability arising out of failure to terminate a
participant's account upon such participant's death prior to receipt of
proper notice in writing of such death, or with respect to the prices at
which shares are purchased for the participant's account and the times when
such purchases are made, or with respect to any fluctuation in the market
value after purchase or sale of shares.
Participants should recognize that the Company cannot assure them of a
profit or protect them against a loss on the shares purchased by them under
the Plan.
35. May the Plan be changed or discontinued?
The Company reserves the right to suspend or terminate the Plan at any
time and, subject to any required approval of the SEC, reserves the right to
modify or amend the Plan at any time. Notice of any such modification,
amendment, suspension or termination will be sent to all participants. The
Agent and the Administrator reserve the right to resign at any time upon 90
days written notice to the Company.
DESCRIPTION OF COMMON SHARES
Voting Rights
Holders of common shares of the Company are entitled to one vote per
share, to receive such dividends as the Board of Trustees may from time to
time declare and, on liquidation, to share pro rata in the net assets
remaining after payment of creditors. Holders of common shares have no
cumulative voting rights, so that holders of a majority of the outstanding
common shares at any annual meeting of shareholders may elect all of the
Trustees, if they choose to do so, and, in such event, the holders of the
remaining less than 50 percent of the shares voting for election of Trustees
will not be able to elect any person or persons to the Board of Trustees.
Preemptive Rights
Common shares, and securities convertible into common shares, which are
issued in a public offering or to or through underwriters who have agreed to
make a public offering of such common shares, or convertible securities, are
not subject to preemptive rights. Preemptive rights do not apply to the
issue of common shares, or the grant of rights or options on such shares, to
Trustees, officers or employees, as such, of the Company or of a subsidiary
of the Company, if the issue or grant is approved by the Company's
shareholders or is authorized by and consistent with a plan approved by the
Company's shareholders. Subject only to the foregoing exceptions and to
certain other exceptions of minor significance, holders of common shares have
preemptive rights to subscribe to future issues of common shares issued for
cash and to future issues for cash of securities convertible into common
shares.
Redemption Provisions
There are no conversion, redemption or sinking fund provisions
pertaining to the common shares. Holders of outstanding common shares have
no liability to the Company for future calls or assessments.
Dividends
SEC rules under the Public Utility Holding Company Act of 1935 require
that dividends on NU's shares be based on the amounts of dividends received
from subsidiaries, not on the undistributed retained earnings of
subsidiaries. The SEC's order approving NU's acquisition of PSNH under the
1935 Act approved NU's request for a waiver of this requirement through June
1997. PSNH and NAEC were effectively prohibited from paying dividends to NU
through May 1993. Through the remainder of 1993 and in 1994 through the date
of this Prospectus, PSNH and NAEC have not paid dividends to NU to permit
them to build up the common equity portion of their capitalizations. Until
PSNH and NAEC begin to fund a part of NU's dividend requirements, NU expects
to fund that portion of its dividend requirements with the proceeds of
borrowings.
The Company is dependent on the earnings of, and dividends received
from, its subsidiaries to meet its own financial requirements, including the
payment of dividends on the Company's common shares. At the current
indicated annual dividend of $1.76 per share, the Company's aggregate annual
dividends on common shares outstanding at July 31, 1994 would be
approximately $236.2 million. Dividends are payable on common shares only
if, and in the amounts, declared by the Company's Board of Trustees.
Dividends have customarily been paid on the last business day of March, June
and September and during the last week of December, to holders of record as
of the first day of such months.
The supplemental indentures under which CL&P's and WMECO's first
mortgage bonds and the indenture under which PSNH's first mortgage bonds have
been issued limit the amount of cash dividends and other distributions these
companies can make to the Company out of their retained earnings. As of
March 31, 1994, CL&P had $233.54 million, PSNH had $81.8 million and WMECO
had $31.73 million of unrestricted retained earnings. PSNH's preferred stock
provisions also limit the amount of cash dividends and other distributions
PSNH can make to NU if after taking the dividend or other distribution into
account, PSNH's common stock equity is less than 25 percent of total
capitalization. The indenture under which NAEC's Series A Bonds have been
issued also limits the amount of cash dividends or distributions NAEC can
make to NU to retained earnings plus $10 million. At March 31, 1994, $55.34
million was available to be paid under this provision.
See the Company's Annual Report on Form 10-K for the year ended December
31, 1993, incorporated by reference herein, under "Item 1. Business -
Financing Program - Financing Limitations," for additional information
concerning financing limitations on the Company and its subsidiaries.
General
The Board of Trustees of the Company is authorized to issue all of the
authorized and unissued common shares of the Company without further
authorization by the shareholders at any time and from time to time for cash,
property or services, as a distribution to shareholders, and in connection
with any employee benefit plans, as the Trustees may determine.
Outstanding common shares of the Company, and the shares being issued by
the Company pursuant to the Plan, are listed on the New York Stock Exchange.
Northeast Utilities Service Company, Selden Street, Berlin, Connecticut,
and State Street Bank and Trust Company, Boston, Massachusetts, are Transfer
Agents and Registrars for common shares of the Company.
The Company is an unincorporated voluntary association organized in 1927
under the laws of Massachusetts. In some cases, the Massachusetts courts
have held that an entity which purported to be a voluntary association was a
partnership and that the shareholders were liable as partners. However,
Messrs. Peabody & Brown are of the opinion that the Company is a trust and
not a partnership and that its shareholders have no personal liability under
the laws of Massachusetts by reason of their ownership of the Company's
common shares. The Company understands that a few jurisdictions do not
recognize voluntary associations of this nature. However, it considers the
possibility of any liability of a shareholder to be remote because (a) the
Company's Declaration of Trust expressly disclaims liability of a shareholder
under any contract, obligation or undertaking, (b) the Company does not
operate physical properties, (c) tax liabilities have always been adequately
covered, and (d) the Company's Declaration of Trust provides for
indemnification out of the trust property for any shareholder held personally
liable for the liabilities of the Company.
LEGAL OPINIONS AND EXPERTS
The legality of the common shares offered hereby will be passed upon for
the Company by Jeffrey C. Miller, Esq., Assistant General Counsel of
Northeast Utilities Service Company. Mr. Miller will rely as to certain
matters of Massachusetts law on the opinion of Messrs. Peabody & Brown, 101
Federal Street, Boston, Massachusetts. Mr. Miller will also provide an
opinion regarding tax matters.
The Company's audited financial statements and schedules related
thereto, incorporated by reference in this Prospectus, have been audited by
Arthur Andersen & Co., independent public accountants, as indicated in their
reports with respect thereto, which have also been incorporated by reference
herein, in reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports.
With respect to unaudited interim financial information that becomes
available before the termination of the offering of the common shares and
which will be subsequently filed by the Company and incorporated by reference
in this registration statement, Arthur Andersen & Co. may apply limited
procedures in accordance with professional standards for a review of that
information. However, their separate reports thereon will state that they do
not express an opinion on that interim financial information. Accordingly,
the degree of reliance on their reports on that information should be
restricted in light of the limited nature of the review procedures applied.
In addition, Arthur Andersen & Co., as independent public accountants, are
not subject to the liability provisions of Section 11 of the Securities Act
of 1933 (the Act) for their reports on the unaudited interim financial
information because such reports are not "reports" or a part of the
registration statement prepared or certified by Arthur Andersen & Co. within
the meaning of Sections 7 and 11 of the Act.
INDEMNIFICATION OF TRUSTEES AND OFFICERS
Article 34 of the Company's Declaration of Trust provides that Trustees
and officers are entitled to indemnification from the Company against loss,
liability or expense imposed on or incurred by them in connection with
proceedings resulting from their official positions, on the terms and
conditions therein provided. The Declaration of Trust is filed as an exhibit
to the registration statement of which this Prospectus is a part. Article 34
thereof is hereby incorporated by reference in this Prospectus. This summary
is qualified in its entirety by reference to the provisions of Article 34.
Directors and officers insurance is also provided.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Trustees, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore unenforceable.
The Declaration of Trust of the Company provides that no shareholder of
the Company shall be held to any liability whatever for the payment of any
sum of money, or for damages or otherwise under any contract, obligation or
undertaking made, entered into or issued by the Trustees of the Company or by
any officer, agent or representative elected or appointed by the Trustees and
no such contract, obligation or undertaking shall be enforceable against the
Trustees or any of them in their or his individual capacities or capacity and
all such contracts, obligations and undertakings shall be enforceable only
against the Trustees as such, and every person, firm, association, trust and
corporation having any claim or demand arising out of any such contract,
obligation or undertaking shall look only to the trust estate for the payment
or satisfaction thereof.
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
The documents referred to below are incorporated by reference to the
files of the Securities and Exchange Commission, unless the reference to the
document is indicated by an asterisk.
Exhibit No. Description
4.2 - The Northeast Utilities Amended and Restated Dividend Reinvestment
Plan (Exhibit B.1.A, File No. 70-7701).
5.1* - Opinion of Jeffrey C. Miller, Esq., Assistant General Counsel of
Northeast Utilities Service Company, as to the legality of the
Stock, including consent of such counsel (revised).
5.2* - Opinion and consent of Messrs. Peabody & Brown (revised).
24* - Power of Attorney.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Berlin, and State of
Connecticut, on this 4th day of August, 1994.
NORTHEAST UTILITIES
By /s/ Robert C. Aronson
Assistant Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- ---------------------------------------------------------------------------
Bernard M. Fox Trustee, President and )
Bernard M. Fox Chief Executive Officer )
Principal Executive Officer )
)
)
Robert E. Busch Executive Vice President )
Robert E. Busch and Chief Financial Officer)
Principal Financial Officer )
)
)
John W. Noyes Vice President and )
John W. Noyes Controller )
Principal Accounting Officer )
)
)
William B. Ellis Chairman )
William B. Ellis )
)
)
_____________________________ Trustee )
Cotton M. Cleveland )
)
)
_____________________________ Trustee )
George David )
)
)
Donald J. Donahue Trustee )By /s/ Robert C.
Donald J. Donahue ) Aronson
)Attorney-in-fact
)August 4th, 1994
Eugene D. Jones Trustee )
Eugene D. Jones )
)
)
_____________________________ Trustee )
Gaynor N. Kelley )
)
)
Elizabeth T. Kennan Trustee )
Elizabeth T. Kennan )
)
)
Denham C. Lunt, Jr. Trustee )
Denham C. Lunt, Jr. )
)
)
William J. Pape II Trustee )
William J. Pape II )
)
)
_____________________________ Trustee )
Robert E. Patricelli )
)
)
Norman C. Rasmussen Trustee )
Norman C. Rasmussen )
)
)
_____________________________ Trustee )
John F. Swope )
Exhibit 5.1
Jeffrey C. Miller
Selden Street
Berlin, CT 06037
August 4, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
I am Assistant General Counsel of Northeast Utilities Service Company,
an affiliate of Northeast Utilities (the "Company"). I am furnishing this
opinion with respect to Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 (File No. 33-34622) (as so amended, the "Registration
Statement") under the Securities Act of 1933 relating to 10,000,000 common
shares (the "Shares") sold or to be sold by the Company pursuant to the
Northeast Utilities Amended and Restated Dividend Reinvestment Plan (the
"Plan"). I have reviewed or caused to be reviewed the Registration Statement
and the exhibits thereto, the prospectus included therein (the "Prospectus"),
the Plan, the Company's Declaration of Trust, as amended to the date of this
opinion, the proceedings of its shareholders and Board of Trustees to date
and such other papers, documents and records, and have made or caused to be
made such examination of law, as I deemed relevant and necessary in order to
give this opinion.
Based upon the foregoing, I am of the following opinion:
(a) The Shares remaining to be issued will be validly issued, fully paid and
nonassessable common shares of the Company at such time as (i) there is
in effect an appropriate order of the Securities and Exchange Commission
under the Public Utility Holding Company Act of 1935 and (ii) the Shares
have been delivered against payment therefor as provided in the Plan
(provided that the Shares are sold at a price of not less than $5 per
share); and
(b) The statements made in the Prospectus under the heading "Description of
the Plan - Federal Income Taxes" concerning Federal income tax
consequences to participants in the Plan are correct.
Insofar as the opinion set forth above involves the laws of the
Commonwealth of Massachusetts, I have relied entirely upon the opinion
delivered to me of Messrs. Peabody & Brown dated August 4, 1994 and I
express no opinion as to such laws except to the extent covered by such
opinion.
I hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the references to me in the Registration
Statement under the heading "Legal Opinions and Experts."
Very truly yours,
/s/Jeffrey C. Miller
Assistant General Counsel
Northeast Utilities Service Company
Exhibit 5.2
Peabody & Brown
101 Federal Street
Boston, Massachusetts, 02110
August 4, 1994
Jeffrey C. Miller
Assistant General Counsel
Northeast Utilities Service Company
P.O. Box 270
Hartford, CT 06141
Dear Mr. Miller:
We have reviewed Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 (File No. 33-34622) of Northeast Utilities
("Northeast") relating to 10,000,000 common shares (the "Shares") sold or to
be sold under Northeast Utilities Amended and Restated Dividend Reinvestment
Plan (the "Plan"). In connection with this opinion, we have examined the
Plan, the Declaration of Trust, as amended, the proceedings of the
shareholders and the Board of Trustees of Northeast authorizing the Plan, and
such other documents as we deemed necessary in order to enable us to express
the opinion set forth below.
The Shares remaining to be issued will be validly issued, fully paid and
non-assessable common shares of Northeast at such time as (i) there is in
effect an appropriate order of the Securities and Exchange Commission under
the Public Utility Holding Company Act of 1935, and (ii) the Shares have been
issued against payment of a price of not less than $5.00 per share. The
holders of such shares will have no liability under the laws of
Massachusetts, the state of organization of Northeast. We rely on
Commissioner of Corporations and Taxation v. City of Springfield, 321 Mass.
31 (1947), in which the Massachusetts Supreme Judicial Court, after
discussing the provisions of the Declaration of Trust of Northeast (then
named "Western Massachusetts Companies"), at pages 39 and 40, made the
following statement: "The indenture created a trust and not a partnership."
Nothing has occurred since the date of that decision which in our opinion
affects the conclusiveness of that statement.
We hereby consent to the use of this opinion in connection with the
aforesaid Registration Statement and to the references to us therein.
Very truly yours,
/s/Peabody & Brown
Exhibit 24
POWER OF ATTORNEY
The undersigned, John W. Noyes, hereby constitutes Robert E. Busch,
Robert C. Aronson and John B. Keane, and each of them singly, my true and
lawful attorneys, with full power to each such attorney to sign for me and in
my name, in the capacity indicated below, any and all amendments to this
registration statement, hereby ratifying and confirming my signature as it
may be signed by said attorneys to any and all amendments to said
registration statement.
Dated this second day of August, 1994.
/s/John W. Noyes
Northeast Utilities
Vice President and Controller
(Principal Accounting Officer)
